UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 13, 2000
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FUSION NETWORKS HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23900 51-0393382
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification Number)
8115 N.W. 29th Street, Miami, Florida 33122
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(Address of principal executive offices)(Zip Code)
(305) 477-6701
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(Registrant's telephone number, including area code)
IDM Environmental Corp.
396 Whitehead Avenue, South River, New Jersey 08882
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(Former name and former address, if changed since last report)
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Item 1. Changes in Control of Registrant
Pursuant to the terms of the Merger described in Item 2 above, on April 13,
2000, control of the Company was transferred to the following persons, the
principal shareholders of Fusion Networks, Inc., in exchange for their shares of
Fusion:
Name Number of Shares Held Percent Ownership
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Hernando Bahamon 5,714,333 15.4%
Alexander/Rachel LLC 4,025,000 10.9%
NBDB LLC 4,025,000 10.9%
Infonet Group, Inc. 3,900,000 10.5%
Marketing Services Group, Inc. 3,500,000 9.5%
Felipe Santos 2,000,000 5.4%
ML Partners 2,000,000 5.4%
Pursuant to the terms of the Merger, Hernando Bahamon, Enrique Bahamon,
Felipe Santos, Traci Hammes, Jeremy Barbera, Joel Freedman and Frank Falco were
appointed to the board of directors of the Company and Hernando Bahamon was
appointed President and Chief Executive Officer of the Company and Enrique
Bahamon was appointed Chief Financial Officer of the Company.
Item 2. Acquisition or Disposition of Assets
On April 13, 2000, Fusion Networks Holdings, Inc. ("FNHI" or the "Company")
completed a holding company reorganization and merger in which it acquired IDM
Environmental Corp. ("IDM") and Fusion Networks, Inc. ("Fusion"). IDM was
acquired pursuant to a Plan of Reorganization and Merger, dated August 18, 1999
(the "Holding Company Agreement"), by and among FNHI, IDM and IDM Merger
Subsidiary, Inc., a wholly-owned subsidiary of FNHI ("IDM Merger Sub"). Pursuant
to the Holding Company Agreement, IDM Merger Sub was merged with and into IDM,
with IDM being the surviving corporation (the "Holding Company Merger"). As a
result of the Holding Company Merger, IDM became a wholly-owned subsidiary of
FNHI.
Fusion was acquired pursuant to an Agreement and Plan of Merger, dated
August 18, 1999 (the "Merger Agreement"), by and among FNHI, Fusion, IDM and
IDM/FNI Acquisition Corporation, a wholly-owned subsidiary of FNHI ("Fusion
Merger Sub"). Pursuant to the Merger Agreement, Fusion Merger Sub was merged
with and into Fusion, with Fusion being the surviving corporation (the
"Merger"). As a result of the Merger, Fusion became a wholly-owed subsidiary of
FNHI.
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In connection with the Holding Company Merger: (a) each outstanding share
of IDM common stock will be exchanged for one share of FNHI common stock,
resulting in the issuance of an aggregate of 3,922,893 shares of FNHI common
stock for all outstanding shares of IDM common stock, and (b) all options and
warrants to purchase shares of IDM common stock outstanding immediately prior to
the consummation of the Holding Company Merger were converted into options to
purchase shares of FNHI common stock.
In connection with the Merger: (a) each outstanding share of Fusion common
stock will be exchanged for one share of FNHI common stock, resulting in the
issuance of an aggregate of 33,113,329 shares of FNHI common stock for all
outstanding shares of Fusion common stock, and (b) all options and warrants to
purchase shares of Fusion common stock outstanding immediately prior to the
consummation of the Merger were converted into options to purchase shares of
FNHI common stock.
Fusion is an Internet portal operator founded to provide improved Internet
content and services to Latin American markets and to the Spanish and Portugese
speaking population around the world. Fusion launched its Internet site,
LatinFusion.com, in Bogota, Colombia in October 1999 and in Miami in January
2000, and plans similar launches in targeted cities and regions in the Americas
and Europe.
IDM is a global, diversified services and project development company
offering a broad range of design, engineering, construction, project development
and management, and environmental services and technologies to government and
private industry clients.
Upon effectiveness of the Merger, pursuant to Rule 12g-3(a) of the General
Rules and Regulations of the Securities and Exchange Commission, FNHI became the
successor issuer to IDM for reporting purposes under the Securities Exchange Act
of 1934 and elects to report under the Act effective April 13, 2000.
Item 5. Other Events
In connection with the Merger, the Company relocated its principal offices
to the offices of Fusion located at 8115 N.W. 29th Street, Miami, Florida 33122.
Pursuant to Rule 12g-3(a) of the General Rules and Regulations of the
Securities and Exchange Commission, upon effectiveness of the Share Exchange,
the Company became the successor issuer to IDM for reporting purposes under the
Securities Exchange Act of 1934 and elects to report under the Act effective
April 13, 2000.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
It is impractical to provide the required financial statements of IDM
and Fusion at the time this report is being filed. The required
financial statements of Fusion will be filed by amendment to this
report within 60 days after the due date of this report.
(b) Pro Forma Financial Information
It is impractical to provide the required pro forma financial
information at the time this report is being filed. The required pro
forma financial information will be filed by amendment to this report
within 60 days after the due date of this report.
(c) Exhibits
Exhibit
Number Description
2.1 * Plan of Reorganization and Merger dated August 18, 1999, by
and among Fusion Networks Holdings, Inc., IDM Environmental
Corp. and IDM Merger Subsidiary, Inc.
2.2 * Agreement and Plan of Merger dated August 18, 1999, by and
among Fusion Networks Holdings, Inc., IDM Environmental Corp.,
Fusion Networks, Inc. and IDM/FNI Acquisition Corporation.
2.3 * First Amendment to Agreement and Plan of Merger dated August
31, 1999.
2.4 * Second Amendment to Agreement and Plan of Merger dated
September 21, 1999.
2.5 * Third Amendment to Agreement and Plan of Merger dated November
2, 1999.
2.6 * Fourth Amendment to Agreement and Plan of Merger dated
December 8, 1999.
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* Incorporated by reference to the exhibits filed with the Company's
registration statement on Form S-4 (Commission File No. 333-92949) declared
effective February 15, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
FUSION NETWORKS HOLDINGS, INC.
Dated: April 17, 2000 By: /s/ Hernando Bahamon
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Hernando Bahamon
President
